“Rockin’ the Boat’s a Drag. You Gotta Sink the Boat!”: Robert Downey Sr.’s Anarchist Cinema

b. 24 June 1936, New York City, United States

Long, long, long ago and very far away, in Manhattan in the 1960s, I knew Robert Downey Sr. as a friend and colleague, and we are still in touch today. At the time, we were all part of what was then euphemistically called the ‘Underground Cinema’, a loose conglomeration of filmmakers and artists who centered around The Filmmakers’ Cooperative and the Filmmakers’ Cinematheque, which moved from location to location, continually offering screenings of decidedly outré films, for something like $2 a show. We were part of a group of 100 filmmakers – tops.

All of us were cinematic anarchists, spearheaded by the aggressively confrontational filmmaker and critic Jonas Mekas, whose long running column “Movie Journal” in The Village Voice encouraged everyone to make as many films as possible, in as many ways as possible, with as few materials as possible, and to not listen to anyone’s criticism – just their own artistic inner voice. Robert Sr. was one of those people who really took up the banner of experimental film and ran with it, remaining as controversial as possible, and eager to offend as many people as possible, but with a disarming, almost ingratiatingly cheerful air.

Born on June 24, 1936 as Robert John Elias Jr., Bob changed his name to Downey at age 15 as a homage of sorts to his stepfather. Faking his age, he joined the Army to see the world, but wound up in the stockade much of the time. It was in the stockade that a guard handed Downey some paper and a pencil and said, “you’re not going anywhere – why don’t you write something?” That “something” emerged as, among other projects, an off-off-really-off Broadway play about two atomic missiles in a silo waiting to go off, conversing with each other about the havoc they were going to cause – as he told me, “some pretty wild stuff”.1

After some time spent in minor league baseball (during which he struck out none other than Yogi Berra2), Downey boxed a little in the Golden Gloves, emerging as a champion, and in 1961 created his first 30 minute silent 16mm short film, Balls Bluff, about a civil war solider mysteriously transported to the present who then wanders around Manhattan in search of his compatriots. It was a very simple project, with one main actor, and as Downey told me, it was really made just to see if he could cobble some sort of improvised narrative together.

Robert Downey Snr

Taylor Mead in Babo 73

It’s a perfectly pleasant little film, but it offered no hint as to what was to come next, the political satire Babo 73 (1964). It starred underground icon Taylor Mead – later a star in numerous films of Andy Warhol, and one of the most talented improvisational actors ever to step in front of a camera – as Sandy Studsbury, President of the United Status (sic), which was shot in an utterly primitive manner on actual Washington DC locations.

Much of the film was improvised from a general outline by Downey, and security was so lax that Downey was able to throw Mead in with some real military generals during the filming (much to their complete chagrin) for some truly incongruous images of “our military in action.” With music by Tom O’Horgan, who went on to co-write Hair, and photography by William Waering, Babo 73 was a distinctly more ambitious and confrontational film than Ball’s Bluff, and it was also a feature film – something that most people in experimental cinema weren’t attempting at the time.

In the early 1960s, when practically any film could get a screening, Babo 73 got a reasonably wide Manhattan release, prompting Brendan Gill in The New Yorker to declare that “Mr. Downey clearly prefers a lot of near misses to a few direct hits, and in the course of his wild tale about the tribulations of a newly elected President of the United States he takes bold swipes at, among other targets, the Catholic Church, the civil-rights movement, international diplomacy, Time (Magazine), God, shoe-fetishism, psychiatry, the South, the North, the East, and the West”. He continued, “I laughed all around the compass . . . the funniest movie I’ve seen in months . . . Taylor Mead looks like a cross between a zombie and a kewpie and speaks as if his mind and mouth were full of marshmallow.”3 This was as apt a description of the film as any.

Babo 73 is technically rough, but as Gill suggests, utterly audacious in its scope and ambition, and in the 1960s a certain degree of “sloppiness” was considered a hallmark of authenticity. Besides, who could afford top of the line equipment, or even film stock that wasn’t outdated? One of the things that contemporary audiences have to understand – and find it very difficult to understand – is that no one involved in the Underground cinema was making any money. They didn’t care about money. They cared about film. Nevertheless, the film was successful enough to earn Downey a Guggenheim Foundation Fellowship, which helped to pay the rent.

Money simply wasn’t part of the equation; you made films with what you could get because you loved making films, and that was all. The actors weren’t paid, the technicians weren’t paid, you could live for almost nothing in Manhattan at the time (you could get a decent apartment for about $100 a month, or a rat hole on Avenue A for as low as $40 a month, complete with hot and cold running junkies and all the cockroaches you could handle), and people shared equipment, cars, apartments, food and anything else one needed to survive, and no one wanted to get famous.

But Babo 73 came and went, and Downey was still scratching around for funding, and so made a documentary film A Touch of Greatness (1964) at the behest of fifth grade teacher Albert Cullum, who went outside the usual curriculum to teach his students the classics of literature and the arts. The film is a moving but straightforward account of Cullum’s controversial use of the arts in the classroom. Cullum financed the film himself, and Downey used his usual technical crew. But while deeply felt, the film is a more traditional affair than Downey’s usual work – really, it was work for hire.

This led to Downey’s most commercially compromised project, and his first film in 35mm, the 42nd street sexploitation film Sweet Smell of Sex (1965), which Downey frankly took on to pay expenses, gain some additional technical experience, this time serving as his own cinematographer on the film, in which, according to IMDB, “a young woman arrives in New York to visit a friend and lands in one hot spot after another as she fends off the perverted advances from every man she meets.” As he told me, Downey envisioned the film as both a bleak satire, and something of a feminist statement – and it’s significant that, working in a decidedly sleazy milieu of the film industry, he defiantly signed his own name to the project, rather than use a pseudonym.

Robert Downey Snr

Robert Jr. and Robert Sr.

“I had to had to write, direct, and deliver the film in a week” he told me. “It was shot on 16mm, and then blown up to 35mm. It played on 42nd Street and places like that. I actually did Sweet Smell of Sex to pay for the birth of my son (actor Robert Downey Jr.), because when my daughter was born, it was tough, it was in Bellevue (a rather notorious Manhattan public hospital). Because of Sweet Smell of Sex, I was able to put his mother (Elsie Downey) in a decent hospital, and that’s what that was really about. I didn’t mind doing it fast, either.”4

Continuing along these lines, Downey next directed a television commercial for Preparation H hemorrhoid cream in 1965, again strictly for the cash, but it was at this point in his career that he faced something of a personal crisis. What was he going to do? He could sell out – a concept that seems arcane today – or he could take one more shot at a feature on his own terms.

The result was his breakthrough film, Chafed Elbows (1966), which Downey described as being “about a man who marries his mother, they go on welfare and it all breaks into a musical. To be more specific would confuse you, but there is a plot and it’s funny and I hope you book it, dig it and return it to the Coop when they ask for it . . .”5, the Coop being The Filmmakers’ Cooperative, which was at this point in time the sole distributor of Downey’s films.

Upon seeing Chafed Elbows, no less a personage than political cartoonist and satirist Jules Feiffer enthused that “on the basis of Chafed Elbows, the one film of his that I’ve seen, there’s good reason to believe that Bob Downey at the tender age of 28 is already the funniest film-maker in America.”6

As with Sweet Smell of Sex, Chafed Elbows was shot for the most part in 16mm, and then blown up to 35mm, and ran at The Village Gate for months. It became a legitimate underground smash. As a fast follow-up to Chafed Elbows, Downey then cannibalized portions of Balls Bluff with some other footage he’d shot in the interim to create an “instant” 16mm feature, No More Excuses (1968), but this was merely marking time.

Robert Downey Snr

Arnold Johnson (on phone) in Putney Swope

Chafed Elbows opened the door to real feature film. For the first time, Downey began to attract attention from investors to make a more ambitious project in 35mm, without any restrictions as to content, and the result was perhaps his completely accomplished and unfettered film, Putney Swope (1969), about an African-American advertising executive who is elected to the Chairmanship of his agency when the existing CEO keels over in a board meeting, simply because none of the other executives can vote for themselves, and so vote for Swope as someone who can’t possibly win.

But win he does, and Swope immediately fires everyone else, and renames the company the Truth and Soul agency. Having some glancing knowledge of how exquisitely corrupt ad agencies were and are from his brief period as TV commercial director, Downey shows us Swope selling out within minutes of his ascension to power to get an account, stealing other people’s ideas and appropriating them as his own, and even marrying a young woman to get her ideas for an automobile campaign when all other forms of persuasion fail.

Antonio Fargas (later best known for his role as Huggy Bear in the television series Starsky and Hutch) appears in the film as “The Arab” and tells Putney, “the only original idea you ever had was when your mother bore you, and then you went and blew that.” The characters are not so much people as the brands they represent, such as “Mr. War Toys, “Mr. Victrola Cola,” “Mr. Pit Stop,” “Mr. Forget It,” and of course, the agency’s resident Cassandra, “Mr. Bad News,” played by Alan Arbus. It’s a very New York City film, shot on location in deserted office buildings – and it captured the revolutionary spirit of the times perhaps more than any other film of its era.

As the film proceeds, Putney becomes progressively more unscrupulous, telling the maker of a toxic antiseptic spray that the right way to market his product is as soda pop, advising the client that “as a window cleaner, forget it. Put soybeans in it and market it as a soft drink in the ghetto. We’ll put a picture of a rhythm and blues singer on the front and call it Victrola Cola.” Other faux commercials in the film, such as a brief 60-second spot of a young woman dancing provocatively towards the camera only to announce that “you can’t eat an air conditioner” adds to the anarchic flavor of the piece. Or, as Putney himself says in the film of the increasingly bizarre nature of the agency’s work, “are you for surreal?!”

Arnold Johnson, who played Putney, famously couldn’t remember any of his lines, but since Johnson had a rather pronounced beard, the cameraman, Gerald Cotts, quietly told Downey not to worry about it, but rather just to shoot it, and then dub in the lines later. This Downey did, using his own voice, creating an extremely bizarre effect in the process, or in his own words, “as if his voice came from Mars or someplace.”7 Distributed by Cinema V in its initial theatrical engagement, Putney Swope put Downey on the cinematic map, and in many ways, defined his career.

Robert Downey Snr

Greaser’s Palace

Other films rapidly followed, for Downey was now a ‘hot’ property, though no one really understood was he was up to. Pound (1970), in which Robert Jr. has a small role, dealt with a group of abandoned dogs – played by human actors – all waiting for adoption, or perhaps, execution, which the film’s producers initially thought was being made as a Disneyesque animated feature. When Pound failed at the box office, producer Cyma Rubin nevertheless had the courage to back Downey for the Biblical-themed anti-western Greaser’s Palace (1972), shot on a lavish budget, but once again, despite aggressive promotion, the film proved a financial failure.

Downey subsequently snagged an assignment directing a videotape TV version for the CBS network of David Rabe’s antiwar play Sticks and Bones in 1973, but at the last minute, all the sponsors pulled out, forcing CBS to run the film uncut and without interruption, which pleased Downey no end. As he told me, “when (CBS) first saw it, they panicked . . . they didn’t even bother to read the (script)”.8 CBS also probably hadn’t bothered to see Putney Swope – perhaps the ultimate anti-commercial film. But the forces of corporate American were beginning to line up against Downey, and the era that had spawned his early films was a becoming only a memory.

Robert Downey Snr

Robert Downey Sr filming Putney Swope

With Putney Swope, Downey had crossed over into the commercial arena on his own terms, but now he discovered that with increased budgets came greater corporate accountability, and Downey’s maverick vision was something that the studios, television networks and/or sponsors could no longer tolerate. In the 60s, things had been much more relaxed, and Downey was in step with the temper of the times. The 1970s was the era of Studio 54, corrupt elegance, and corporate greed. By the 1980s, Downey’s films became simply assignments, and as a director for hire, he had little hope of any creative input on such projects as Up the Academy (1980) and America (1986); he also directed some episodes of the revamped Twilight Zone series.

But in the 1990s, Downey bounced back to form with some uniquely quirky and personal films, such as Too Much Sun (1990) and Hugo Pool (1997), and the elegiac documentary Rittenhouse Square (2005), which Downey sent me a copy of shortly after the film’s release. A leisurely film about the denizens of a Philadelphia park, Rittenhouse Square is perhaps Downey’s most romantic and sympathetic work, displaying distinct signs of mellowing with the passing of years. More recently, Downey has appeared as an actor in key supporting roles in such films as Paul Thomas Anderson’s Boogie Nights (1997) and Magnolia (1999), and Brett Ratner’s Tower Heist (2011), which he describes as just doing a favour for some friends: “I do it and I’m gone.”9

But the true vision of Robert Downey Sr. resides in his first films: films made for nothing, films made for no one but himself, films that insulted, cajoled, ridiculed, and critiqued American society in an era in which pop art rose to prominence, and the Vietnam war raged amid national protest. Robert Downey Sr. did precisely what he wanted to do, answering only to his own inner lights. In the 1960s, life was much easier and cheaper, but that was then, and this is now. And now, money is all that seems to matter. The cost of simply existing has become comparatively astronomical, and every day is a struggle to survive. That’s what Downey saw coming; wretched excess, rampant consumerism, and capitalist corruption. It’s something that Robert Downey Sr. has been fighting against all his life, and continues to do so, to this day.

Robert Downey Sr

Robert Sr. talks to Paul Thomas Anderson

Putney Swope, Chafed Elbows, Babo 73, Greaser’s Palace, No More Excuses – these are the films that define Downey Sr.’s legacy as a cinematic provocateur and anarchist, a voice crying in the wilderness of society that it’s all corrupt, all a ghastly joke. The problem is, so few get it – so few understand. But Downey got the joke, and put it out there for all to see: that’s his achievement, his true territory, and his unique accomplishment. You can see most of these early films in one excellent Criterion Eclipse box set, Up All Night With Robert Downey Sr., released in 2012. If you don’t have a copy, go get one now. And stay up all night with Bob – he’ll tell you a thing or two. Things you won’t see – or hear – anyplace else.



Rittenhouse Square (2005)
Hugo Pool (1997)
Too Much Sun (1990)
Rented Lips (1988)
America (1986)
Up the Academy (1980)
Two Tons of Turquoise to Taos Tonight (1975)
Sticks and Bones (1973)
Greaser’s Palace (1972)
Pound (1970)
Putney Swope (1969)
No More Excuses (1968)
Chafed Elbows (1966)
Sweet Smell of Sex (1965)
A Touch of Greatness (1964)
Babo 73 (1964)
Balls Bluff (1961)

Selected Bibliography

Wheeler Winston Dixon, Exploding Eye, The: A Re-Visionary History of 1960s American Experimental Cinema (Albany: State University of New York Press, 1997).

Wheeler Winston Dixon, “No More Excuses: An Interview with Robert Downey Sr.,” Film Voices: Interviews from Post Script, Gerald Duchovnay, ed. (Albany: State University of New York Press, 2004), p. 129-148.

Wheeler Winston Dixon, Film Talk: Directors at Work (New Brunswick: Rutgers University Press 2007).



  1. Wheeler Winston Dixon, “No More Excuses: An Interview with Robert Downey Sr.,” Film Voices: Interviews from Post Script, Gerald Duchovnay, ed. (Albany: State University of New York Press, 2004), p. 129-148, p. 132.
  2. Dixon 2004, p. 132.
  3. As quoted in Wheeler Winston Dixon, Exploding Eye, The: A Re-Visionary History of 1960s American Experimental Cinema (Albany: State University of New York Press, 1997), 62.
  4. Dixon 2004, p. 133.
  5. As quoted Filmmakers’ Cooperative Catalogue 4 (New York: New American Cinema Group, 196), p. 46.
  6. Ibid.
  7. Dixon 2004, p. 134
  8. Dixon, 2004, p. 138.
  9. Dixon 2004, p. 139.

About The Author

Wheeler Winston Dixon is the James Ryan Professor Emeritus of Film Studies at the University of Nebraska, Lincoln, and, with Gwendolyn Audrey Foster, editor of the book series Quick Takes: Movies and Popular Culture for Rutgers University Press, which has to date published more than twenty volumes on various cultural topics. He is the author of more than thirty books on film history, theory, and criticism, as well as more than 100 articles in various academic journals. He is also an active experimental filmmaker, whose works are in the permanent collection of The Museum of Modern Art. His recent video work is collected in the UCLA Film and Television Archive. He has also taught at The New School, Rutgers University, and the University of Amsterdam. His recent books include Synthetic Cinema: The 21st Century Movie Machine (2019), The Films of Terence Fisher: Hammer Horror and Beyond (2017), Black & White Cinema: A Short History (2015); Streaming: Movies, Media, and Instant Access (2013); Death of the Moguls: The End of Classical Hollywood (2012); 21st Century Hollywood: Movies in the Era of Transformation (2011, co-authored with Gwendolyn Audrey Foster); and Film Noir and the Cinema of Paranoia (2009). Dixon’s second, expanded edition of his classic book A History of Horror (2010) was published in 2023. Dixon's book A Short History of Film (2008, co-authored with Gwendolyn Audrey Foster) was reprinted six times through 2012. A second, revised edition was published in 2013; a third, revised edition was published in 2018; and a fourth revised edition with a great deal of new material will be published in early 2025. The book is a required text in universities throughout the world. As an experimental filmmaker, his works have been screened at The Museum of Modern Art, The Whitney Museum of American Art, Anthology Film Archives, Filmhuis Cavia (Amsterdam), Studio 44 (Stockholm), La lumière collective (Montréal), The BWA Katowice Museum (Poland), The Microscope Gallery, The National Film Theatre (UK), The Jewish Museum, The Millennium Film Workshop, The San Francisco Cinématheque, LA Filmforum (Los Angeles), The New Arts Lab, The Exploding Cinema (London), The Collective for Living Cinema, The Kitchen, The Filmmakers Cinématheque, Film Forum, The Amos Eno Gallery, Sla 307 Art Space, The Gallery of Modern Art, The Rice Museum, The Oberhausen Film Festival, Undercurrent, Experimental Response Cinema and other venues. In addition, Dixon’s films have been screened at numerous film festivals throughout the world, including presentations in London, New York, Toronto, Paris, Berlin, Monterrey (Mexico), Urbino (Italy), Tehran (Iran), Naples (Italy), Athens (Greece), Bosnia and Herzegovina, Rybinski (Russia), Palermo (Italy), Madrid (Spain), Rio de Janeiro (Brazil), Australia, Qatar, Amsterdam, Vienna, Moscow, Milan, Switzerland, Croatia, Stockholm (Sweden), Havana (Cuba) and elsewhere.

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